SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECTRIC LIGHTWAVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-1035711
(State of Incorporation) (I.R.S. Employer Identification No.)
High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(Address of Principal Executive Offices) (Zip Code)
Electric Lightwave, Inc. 1998 Employee Stock Purchase Plan
(Full title of the plan)
Kerry D. Rea
Electric Lightwave, Inc.
8100 N.E. Parkway Drive
Ste. 150
Vancouver, WA 98662-6461
(Name and address of agent for service)
(360) 892-1000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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============================== -------------------- --------------------- ----------------------- ----------------
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (1) Price (1) Fee (1)
============================== ==================== ===================== ======================= ================
Class A Common Stock, par 200,000 $12.4375 $2,487,500 $733.81
value $.01 per Share
============================== ==================== ===================== ======================= ================
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(1) Calculated under Rule 457(h) with respect to the estimated maximum
number of registrant's securities issuable under the Plan and a price
per share of $12.4375, the average of the reported high and low prices
on the New York Stock Exchange on June 2, 1998.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of documents by reference
The following documents filed by Electric Lightwave, Inc. ("ELI") with
the Securities and Exchange Commission ("Commission") pursuant to the Securities
Exchange Act of 1934 ("Exchange Act") are hereby incorporated by reference in
this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as supplemented.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
3. The Company's Current Reports on Form 8-K filed on February 19,
March 23 and May 6, 1998.
ELI will provide without charge to each person to whom a copy of the
material describing the Plan is delivered, upon the written or oral request, a
copy of each document incorporated by reference in Item 3 of Part II of the
Registration Statement (not including the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Such documents are incorporated by reference in the documents comprising the
prospectus. ELI will also provide without charge, upon written or oral request,
copies of other documents required to be delivered to participating employees
pursuant to Rule 428(b) under the Securities Act of 1933. Requests for such
copies should be directed to Electric Lightwave, Inc., Employee Stock Purchase
Plan, Corporate Human Resources, Electric Lightwave, Inc., 8100 N.E. Parkway
Drive, Ste. 150, Vancouver, WA 98662-6461 (telephone: (360) 892-1000).
Item 4. Description of Securities
ELI's Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
<PAGE>
Item 6. Indemnification of Directors and Officers
The Company, being incorporated under the Delaware General Corporation
Law, is empowered by Section 145 of such law to indemnify officers and directors
against certain expenses, liabilities and payments, including liabilities
arising under the Securities Act of 1933, as amended, as therein provided. In
addition, the By-Law's of the Company provides for indemnification of specified
persons, including officers and directors of the Company, for liabilities
arising under said Act.
Insurance is maintained providing coverage for the Company and its
subsidiaries against obligations incurred as a result of indemnification of
officers and directors. The coverage also insures the officers and directors for
a liability against which they may not be indemnified by the Company or its
subsidiaries but excludes specified dishonest acts.
Item 7. Exemption from Registration Claimed
No restricted securities will be reoffered or resold pursuant to the
Registration Statement.
Item 8. Exhibits
Exhibit No. Description
4.1 Amended and Restated Certification of Incorporation
of Electric Lightwave, Inc. is incorporated by
reference to Exhibit 3.1 to Annual Report on Form
10-K for the year ended December 31, 1997.
5 Opinion of Counsel as to legality of Common Stock
being issued.
24 Consent of KPMG Peat Marwick.
25 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
<PAGE>
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Stamford, and State of Connecticut, on the fifth
day of June, 1998.
ELECTRIC LIGHTWAVE, INC.
By: /s/ Robert J. DeSantis
____________________________
Robert J. DeSantis
Vice President and Treasurer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
LEONARD TOW* Chairman of the Board, June 3, 1998
- ------------------------------------ Member, Executive
(Leonard Tow) Committee and Director
DARYL A. FERGUSON* Vice Chairman, Chief June 3, 1998
- ------------------------------------ Executive Officer,
(Daryl A. Ferguson) Member, Executive
Committee
/s/ ROBERT J. DESANTIS Chief Financial Officer, Vice June 5, 1998
- ------------------------------------ President and Treasurer
(Robert J. DeSantis)
KERRY D. REA* Vice President and June 3, 1998
- ----------------------------------- Controller
(Kerry D. Rea)
GUENTHER E. GREINER*
- ------------------------------------ Director June 3, 1998
(Guenther E. Greiner)
- ------------------------------------ Director
(Stanley Harfenist)
DAVID B. SHARKEY* President, Chief Operating June 3, 1998
- ----------------------------------- Officer, Member, Executive
(David B. Sharkey) Committee and Director
ROBERT A. STANGER*
- ----------------------------------- Director June 3, 1998
(Robert A. Stanger)
MAGGIE WILDEROTTER*
- ----------------------------------- Director June 3, 1998
(Maggie Wilderotter)
*By: /s/ ROBERT J. DESANTIS
- -----------------------------------
Attorney-in-fact
</TABLE>
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Signature Title Date
--------- ----- ----
</TABLE>
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Counsel
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
Exhibit 5
June 4, 1998
Electric Lightwave, Inc.
8100 N.E. Parkway Drive
Ste. 150
Vancouver, WA 98662-6461
Gentlemen:
As counsel to Electric Lightware, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Act"), of up to 200,000 shares (subject to adjustment) of class A
common stock of the Company (the "Stock") to be sold by the Company from time to
time pursuant to the Company's 1998 Employee Stock Purchase Plan ("Plan") we
have examined the registration statement on Form S-8 (the "Registration
Statement") in regard thereto, filed under the Act, and such other documents as
we have considered necessary for the purposes of this opinion. Based upon such
examination, we hereby advise you that:
(1) We are of the opinion that the Company is a corporation
validly organized and duly existing under the laws of the State of Delaware. We
are further of the opinion that, in the event that originally issued shares of
class A common stock of the Company shall be offered and sold during a
subscription and purchase period under the Plan (the "Offered Stock") and such
Offered Stock is issued and sold in accordance with the Plan and the
Registration Statement, and when the steps enumerated in Paragraph (2) hereof
shall have been taken, the Offered Stock will be legally issued, fully paid and
nonassessable shares of the capital stock of the Company.
(2) The steps which are referred to in the foregoing Paragraph
(1) hereof are:
(a) It shall be determined that the public utilities
commissions of the states of Arizona, California,
Idaho, Oregon, Utah and Washington and any other
state with respect to which the Company conducts, or shall
have sought authority to conduct, a telecommunications
<PAGE>
Electric Lightwave, Inc.
June 4, 1998
Page 2
business shall be without jurisdiction, or shall
have declined to exercise jurisdiction, over the
issuance and sale of the Offered Stock;
(b) The applicable provisions of the Act shall have
been complied with, and
(c) The Offered Stock shall have been duly issued and
paid for.
In rendering the foregoing opinion we express no opinion as to
laws other than the laws of the State of New York, the corporation laws of the
State of Delaware and the Federal laws of the United States
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Winthrop, Stimpson, Putnam & Roberts
EXHIBIT 23
The Board of Directors
Electric Lightwave, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Electric Lightwave, Inc. of our reports dated March 10, 1998,
relating to the balance sheets of Electric Lightwave, Inc. as of December 31,
1997 and 1996, and the related statements of operations, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1997, and the related schedule, which reports appear in the December 31, 1997
annual report on Form 10-K of Electric Lightwave, Inc.
KPMG Peat Marwick LLP
New York, New York
June 5, 1998
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Leonard Tow
_______________
Leonard Tow
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Daryl A. Ferguson
_____________________
Daryl A. Ferguson
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Kerry D. Rea
_____________________
Kerry D. Rea
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Guenther E. Greiner
_______________________
Guenther E. Greiner
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ David B. Sharkey
_______________________
David B. Sharkey
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Robert A. Stanger
_______________________
Robert A. Stanger
June 3, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or
director of ELECTRIC LIGHTWAVE, INC., (the "Company") constitutes and appoints,
jointly and severally, for him, in any and all capacities, the one or more
Registration Statements on the Form S-8 of the Company, and any and all
amendments to said Form S-8, and to file the same, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each of said
attorneys-in-fact, or his substitute or substitutes may do or cause to be done
by virtue hereof.
/s/ Maggie Wilderotter
_______________________
Maggie Wilderotter
June 3, 1998
